| The legal system of noncompitition among directors emerged with the protection of corporation benefits and the restriction of director's rights, on the basis of director's double legal positions---being both an agent and fiduciary. Western countries continuously established a series of systems about noncompetition to protect the benefits of stockholder based on the substance and procedure by precedent and legislation. As the same time, they restricted the variety, range, time and area of competition, aiming at preventing doing harm to the director's rights of employment. The existing company law of our country regulated the obligation of noncompetition among directors, which is principle, abstract and unpractical. It takes difficulties to restrict the competing behavior of director. It does not regulate the competing behavior of director after his leaving off, either. The regulations which restrict the competing behavior of director after his leaving off are only adopted on the department regulation or local code and regulation. The range of application is too narrow, in addition, its content is not unified, so it cannot be carried out broadly on legal effect. In this paper, we regard the legal system of noncompitition among directors as the object of study. Beginning with the content, characteristics, classification, theory basis and judgement criterion of the obligation of noncompetition among directors, it states the constitutive requirement and legal consequence of violating the noncompetition agreement of director. On the basis of comparison between the oversea legislation examples and the corresponding legal system, it comments on the current situation about the legal system of noncompitition among directors in our country, deeply analyzes the shortage and disadvantage existed at present. Referring to the successful experiences of foreign countries, it proposes several suggestions we improve the domestic legal system of noncompitition among directors. |
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